Approved Prospectus, listing of shares and Subsequent Offering
21 Mar 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange releases published by Polarcus Limited (“Polarcus” or the “Company”) (OSE: PLCS) on 10 February 2017 and 8 March 2017 regarding the completion of the Private Placement and the Subsequent Offering.
The Financial Supervisory Authority of Norway has approved a prospectus dated 21 March 2017 (the “Prospectus”) in connection with (i) the listing of a total of 1,000,000,000 shares in the Company (the “New Shares”) on Oslo Børs, each with a par value of USD 0.01, issued in connection with the Private Placement subscribed on 10 February 2017 and (ii) the Subsequent Offering and listing on Oslo Børs of up to a further 122,000,000 shares in the Company (the “Offer Shares”).
Listing of the New Shares on Oslo Børs and delisting from Merkur Market
The New Shares issued in the Private Placement have, since their issuance, been listed on Merkur Market with the ticker code PLCS-ME and registered on a separate ISIN. As a consequence of the approval and publication of the Prospectus, the New Shares will become tradable on Oslo Børs with the ticker code “PLCS” and the ordinary ISIN of the Company’s shares from and including 22 March 2017. The last day of listing of the New Shares on Merkur Market will be today, 21 March 2017.
The Offering comprises an offer of up to 122,000,000 Offer Shares at a subscription price of NOK 0.33. The Company’s shareholders as of 9 February 2017, as documented by the shareholder register in the Norwegian Central Securities Depository (the “VPS”) as of 13 February 2017 (the “Record Date”), who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights (the “Subscription Rights”) based on their shareholding as of the Record Date (“Eligible Shareholders”). Eligible Shareholders will be entitled to over-subscribe.
Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) Offer Share. The subscription period for the Subsequent Offering commences on 22 March 2017 and expires at 12:00 hours, Oslo time, on 5 April 2017 (the “Subscription Period”).
ABG Sundal Collier ASA (the “Manager”) acts as Manager in connection with the transactions described herein.
The Prospectus, including the subscription form, will be available from 22 March 2017 at www.polarcus.com and www.abgsc.com, and will also be available free of charge at the business offices of the Company and the Manager.
Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus.
Norwegian investors with a VPS account can in addition subscribe for Offer Shares online at www.abgsc.com from 22 March 2017.
Hans-Peter Burlid, CFO
+971 50 559 8175
Polarcus (OSE: PLCS) is an innovative marine geophysical company with a pioneering environmental agenda, delivering high-end towed streamer data acquisition and imaging services from Pole to Pole. Polarcus operates a fleet of high performance 3D seismic vessels incorporating leading-edge maritime technologies for improved safety and efficiency. Polarcus offers contract seismic surveys and multi-client projects with advanced onboard processing solutions and employs nearly 500 professionals worldwide. The Company’s principal office is in Dubai, United Arab Emirates. For more information, visit www.polarcus.com